REOFFER PROSPECTUS
68,300,928 Shares of Class A Common Stock
This reoffer prospectus relates to the offer and sale from time to time by certain selling securityholders (the Selling
Securityholders) pursuant to their participation in the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan (the Omnibus Plan), or their permitted transferees, of up to 68,300,928 shares of the Class A common stock, par
value $0.0001 per share (the Class A Common Stock), of Symbotic Inc., a Delaware corporation (unless otherwise indicated or the context otherwise requires, the Company, Symbotic, we,
our or us). We are not offering any shares of Class A Common Stock and will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to this reoffer
prospectus.
This reoffer prospectus will be supplemented, as necessary, to update the names of the Selling Securityholders and the number
of shares of our Class A Common Stock to be reoffered by each of the Selling Securityholders, when we become aware of that information. This reoffer prospectus may only be used if a supplement is attached which sets forth the names of the
Selling Securityholders and the number of shares of Class A Common Stock to be reoffered by each of the Selling Securityholders and any special terms on which they propose to sell such shares of Class A Common Stock.
Upon vesting of the awards pursuant to the terms of the award agreements, the Selling Securityholders may from time to time sell, transfer or
otherwise dispose of any or all of the shares of Class A Common Stock covered by this reoffer prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. If underwriters or
dealers are used to sell the shares of Class A Common Stock, we will name them and describe their compensation in a prospectus supplement. The Class A Common Stock may be sold in one or more transactions at fixed prices, prevailing market
prices at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or negotiated prices. We do not know when or in what amount the Selling Securityholders may offer the shares for sale. The
Selling Securityholders may sell any, all or none of the shares offered by this reoffer prospectus. See Plan of Distribution beginning on page 10 for more information about how the Selling Securityholders may sell or dispose
of the shares of Class A Common Stock covered by this reoffer prospectus. The Selling Securityholders will bear all sales commissions and similar expenses. We will bear all expenses of registration incurred in connection with this offering,
including any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Securityholders.
The shares of Class A Common Stock that will be issued pursuant to awards granted to the Selling Securityholders will be control
securities under the Securities Act, as amended (the Securities Act) before their sale under this reoffer prospectus. This reoffer prospectus has been prepared for the purposes of registering the shares under the Securities Act to
allow for future sales by Selling Securityholders on a continuous or delayed basis to the public without restriction, provided that the amount of shares of Class A Common Stock to be offered or resold under this reoffer prospectus by each
Selling Securityholder or other person with whom he or she is acting in concert for the purpose of selling shares of Class A Common Stock, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities
Act.
Our Class A Common Stock is listed on the Nasdaq Global Market (Nasdaq) under the symbol SYM. On August
11, 2022, the closing price of our Class A Common Stock was $16.39 per share.
We are an emerging growth company, as that
term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.
Investing in
our securities involves risks that are described in the Risk Factors section on page 6 of this reoffer prospectus.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of the
securities to be issued under this reoffer prospectus or determined if this reoffer prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this reoffer prospectus is August 12, 2022.